Post-Closing Determinations Sample Clauses

Post-Closing Determinations. (i) Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Equityholders’ Representative a statement setting forth Buyer’s calculation of the Closing Net Working Capital (collectively, the “Draft Computation”). (ii) Promptly upon request by the Equityholders’ Representative, Buyer and the Surviving Corporation shall, subject, as applicable, to the Equityholders’ Representative’s execution of such customary access agreements as may be reasonably required by Buyer’s or the Surviving Corporation’s accountants, make available (including by electronic means, if reasonably available) to the Equityholders’ Representative and its independent accountants (x) all records and work papers used in preparing the Draft Computation and (y) all other non-privileged information and data as may be reasonably required by the Equityholders’ Representative in connection with the analysis of the Draft Computation. If the Equityholders’ Representative advises Buyer in writing that it agrees with the Draft Computation, then the Draft Computation shall be final and binding on the parties and the Equityholders for purposes of this Section 1.07. If the Equityholders’ Representative disagrees with any aspect of the Draft Computation, the Equityholders’ Representative may, within thirty (30) days after receipt of the Draft Computation, deliver a notice (an “Objection Notice”) to Buyer setting forth the Equityholders’ Representative’s determination of Closing Net Working Capital. If the Equityholders’ Representative does not deliver an Objection Notice to Buyer within thirty (30) days after receipt of the Draft Computation, then Buyer and the Equityholders’ Representative shall be deemed to have agreed to the Draft Computation, and the Draft Computation shall be final and binding on the parties and the Equityholders for purposes of this Section 1.07. Buyer and the Equityholders’ Representative shall use reasonable best efforts to resolve any disagreements regarding the Draft Computation and the Objection Notice, but if they do not reach agreement within twenty (20) days after Buyer has received the Objection Notice, Buyer and the Equityholders’ Representative shall jointly retain KPMG LLP, or if KPMG LLP declines to serve, such other nationally recognized accounting firm selected by mutual agreement of Buyer and the Equityholders’ Representative (the “Accounting Firm”) to resolve any remaining disagreements. Buyer and the Equityholders’ Representative sha...
Sample 1
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Post-Closing Determinations. (a) Within 60 days after the Closing Date, (i) DCS shall deliver to AWS a written good faith estimate of the Alaska Closing Date Working Capital prepared in accordance with this Article 5 (the "DCS DETERMINATION") and (ii) AWS shall deliver to DCS a written good faith estimate of the California Closing Date Working Capital prepared in accordance with this Article 5 (the "AWS DETERMINATION"). The DCS Determination and the AWS Determination shall be based upon the books and records of the Alaska Business and the California Business, respectively, and shall be accompanied by (i) supporting documents, work papers, subscriber records and other supporting data and (ii) a certificate of a senior executive officer of DCS or AWS, as the case may be, certifying that the DCS Determination or the AWS Determination, as applicable, was calculated in good faith and in accordance with the provisions of this Article 5.
Sample 1
Post-Closing Determinations. (a) Within one hundred eighty (180) days following the Initial Closing Date, the Buyer Parties shall cause to be prepared and delivered to the Equityholder Representative a statement (the “Initial Closing Statement”) of the Buyer Parties’ calculations of the following amounts (it being clarified, that the following shall be calculated without duplication so as to avoid “double-counting” of assets or amounts otherwise taken into account in determining the Purchase Price and/or any adjustments thereto): (i) as of the Initial Closing Date, (A) the Closing IPA Cash-to-Claims Amount, (B) the Target IPA TNE (the “Closing IPA TNE”), (C) the Initial Closing Funded Indebtedness, and (D) the Transaction Expenses of the Group Companies as of the Initial Closing (“Initial Closing Company Transaction Expenses”), and (ii) a recalculation of the Initial Closing Payment based on the calculation of the foregoing amounts. (b) Within twelve (12) months following the Second Closing Date, the Buyer Parties shall cause to be prepared and delivered to the Equityholder Representative a statement (the “Second Closing Statement”) of the Buyer Parties’ calculations of the following amounts (it being clarified, that the following shall be calculated without duplication so as to avoid “double-counting” of assets or amounts otherwise taken into account in determining the Purchase Price and/or any adjustments thereto): (i) as of the Second Closing Date, (A) the Target CFCHP TNE (the “Closing CFCHP TNE”), (B) the Second Closing Funded Indebtedness, and (C) the Transaction Expenses of the Group Companies as of the Second Closing (“Second Closing Company Transaction Expenses”), and (ii) a recalculation of the Second Closing Payment based on the calculation of the foregoing amounts. (c) Notwithstanding anything contained herein to the contrary, the amounts set forth on the Initial Closing Statement or Second Closing Statement, as applicable, shall not reflect any purchase accounting adjustments as a result of the Transactions and shall be prepared in accordance with GAAP. If the Buyer Parties fail to deliver the Initial Closing Statement or Second Closing Statement, as applicable, by its due date, then the Estimated Initial Closing Statement and Estimated Second Closing Statement (and all components thereof) shall be deemed (x) accepted by, and final and binding upon, the Buyer Parties and conclusive for all purposes hereunder and (y) to be the Initial Closing Statement or Second Closing St...
Sample 1
Post-Closing Determinations. On or before 5:00 p.m., Eastern time, on the sixtieth (60th) day after the Closing Date, Buyer shall prepare in good faith and deliver, or cause to be so prepared and delivered, to Seller (i) an unaudited balance sheet for the SWH and the Acquired Subsidiaries as of the Effective Time in the form attached hereto as Exhibit 2.7(b), which is prepared in accordance with this Agreement (including this Section 2.7 and the definition of “Working Capital”, “Current Assets”, and “Current Liabilities” contained herein) and, to the extent not inconsistent with this Agreement and otherwise applicable to the particular calculation or determination, the Applicable Accounting Principles (the “Proposed Final Closing Date Balance Sheet”); and (ii) a trial balance supporting each of the line items included in the Proposed Final Closing Date Balance Sheet and reasonable supporting documentation of Buyer’s proposed calculations of Closing Working Capital, Closing Current Assets and Closing Current Liabilities, in each case, determined in accordance with this Agreement (including this Section 2.7 and the definition of “Working Capital”, “Current Assets”, and “Current Liabilities” contained herein) and, to the extent not inconsistent with this Agreement and otherwise applicable to the particular calculation or determination, the Applicable Accounting Principles.
Sample 1
Post-Closing Determinations. Within 90 days after the First Closing Date, (i) Triton shall deliver to Cingular and AWS a written good faith estimate of the Virginia Post-Closing Date Working Capital Amount prepared in accordance with this ARTICLE 6 (the “Triton Determination”) and (ii) AWS shall deliver to Triton a written good-faith estimate of the Multi-Area Post-Closing Date Working Capital Amount prepared in accordance with this ARTICLE 6 (the “AWS Determination”). The Triton Determination and the AWS Determination shall be, except as set forth on Exhibits E-1, E-2, G-1 and G-2, (i) based upon the books and records of the Virginia Business and the Multi-Area Business, respectively; (ii) on a basis consistent with that used in, and presented on the same basis as, the most recent quarter-end balance sheet included in the Virginia Interim Financial Statements and the Multi-Area Interim Financial Statements, respectively; and (iii) accompanied by (A) supporting documents, work papers, subscriber records and other supporting data, including without limitation the appropriate Virginia Interim Financial Statements and Multi-Area Interim Financial Statements and (B) a certificate of an officer of Triton or AWS, as applicable, certifying that the Triton Determination or the AWS Determination, as applicable, was calculated in accordance with the provisions of this ARTICLE 6. If the First Closing occurs on a date that is not the last day of the month, the parties shall in good faith cooperate to allocate revenues and expenses of the Virginia Business and the Multi-Area Business for the month in which the First Closing occurs in a fair and reasonable manner, consistent with the methodology set forth on Exhibits E-1, E-2, G-1 and G-2 so that, to the extent reasonably practicable, the result of such allocation together with the payment of working capital as of the Post-Closing Date pursuant to the foregoing procedures will result in Cingular and Triton receiving or paying in the aggregate, for purposes of the adjustments described in the provisions of this ARTICLE 6, the same amount that they would have received or paid if the working capital had been calculated as of the end of the day on the Closing Date.
Sample 1
Post-Closing Determinations. As promptly as practicable, but in any event within ninety (90) days following the Closing Date, Buyer shall cause to be prepared and delivered to the Stockholder Representative, together with all relevant working papers and supporting documentation: (i) An unaudited balance sheet of the assets and liabilities of the Company dated as of the Closing Date prepared in accordance with the Working Capital Methodology (the “Closing Date Balance Sheet”). The Closing Date Balance Sheet shall be dated as of 11:59 p.m. on the Closing Date and shall not take into account or otherwise give effect to the transactions contemplated by this Agreement to occur after the Closing Date. (ii) A statement setting forth the Buyer’s calculation of Adjusted Net Working Capital and the Merger Consideration. The Parties agree that the purpose of preparing the Closing Date Balance Sheet is to determine the amount of the Adjusted Net Working Capital and to reconcile any differences between such amount and the Target Net Working Capital. Such process is not intended to permit the introduction of different components, judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Date Balance Sheet or determining the Adjusted Net Working Capital from the judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies described in the Working Capital Methodology or used in determining the Target Working Capital, except to the extent that any existing accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies are not in accordance with GAAP (other than such differences set forth on Exhibit B).
Sample 1
Post-Closing Determinations. If, (i) within ninety (90) calendar days after the Closing, Sellers have cured the Title Defect or Environmental Defect affecting any Title Defect Property or Environmental Defect Property retained by Sellers pursuant to Section 7(a) of this Exhibit A, and Buyer agrees that such Title Defect or Environmental Defect has been cured or (ii) after the Closing, the Title Defect Amount, Title Defect Credit, or Environmental Defect Amount of any Title Defect Property, or Environmental Defect Property retained pursuant to Section 7(c) of this Exhibit A has been determined pursuant to Section 8 of this Exhibit A, then, on the day that is ten (10) days after the occurrence of either (i) or (ii) above, (x) Sellers shall transfer to Buyer the Title Defect Property or Environmental Defect Property retained pursuant to Section 7(a) or 7(c) an subject to the provisions of Section 9 above, and (y) Buyer shall pay to Sellers the Allocated Value (or associated Allocated Value, as applicable) for such affected Asset, (in each case) based on the applicable determination pursuant to Section 8 for the applicable Title Defect, Title Defect Credit, and/or Environmental Defect (subject to Section 9). Any such supplemental closing shall be subject to the conditions precedent set forth in Sections 6.1, 6.2, 6.3 and 6.4 of this Agreement, with any matters required to be performed on the Closing Date being deemed to refer to the date of the supplemental closing. This Assignment and Xxxx of Sale (this “Assignment”) is from American Shale Development, Inc., a Delaware corporation (“ASD”), Republic Energy Ventures, LLC, a Delaware limited liability company (“REV”), Republic Partners VI, LP, a Texas limited partnership (“RP6”), Republic Energy Operating, LLC, a Texas limited liability company (“REO”), Republic Partners VII, LLC, a Texas limited liability company (“RP7”), Republic Partners VIII, LLC, a Texas limited liability company (“RP8”), Trans Energy, Inc., a Nevada corporation (“Trans Energy”), and Prima Oil Company, Inc., a Delaware corporation (“Prima”) (ASD, REV, RP6, REO, RP7, RP8, Trans Energy and Prima are collectively referred to as “Assignor”), to TH Exploration, LLC, a Texas limited liability company (“Assignee”), and is executed on [ ], 2015 to be effective as of 7:00 a.m. Eastern Time on October 1, 2014 (the “Effective Time”). Assignor and Assignee may be referred to herein collectively as the “Parties,” or individually as a “Party.” Capitalized terms used herein but not o...
Sample 1
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Related to Post-Closing Determinations

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

  • Post-Closing Actions Each Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion. (b) All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above and in Schedule 5.15, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Closing Date or, following the Closing Date, prior to the date by which such action is required to be taken by Section 5.15(a), the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 5.15 (and Schedule 5.15) and (y) all representations and warranties relating to the assets set forth on Schedule 5.15 pursuant to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken under this Section 5.15 (and Schedule 5.15) have been taken (or were required to be taken), except to the extent any such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

  • Post-Closing Adjustment (a) Within forty-five (45) days after the Closing Date, Seller shall prepare and deliver to Purchaser (i) an unaudited consolidated balance sheet of the Acquired Company and the Subsidiaries dated as of the close of business on the Closing Date (the "Closing Balance Sheet") showing the Net Worth of the Acquired Company and the Subsidiaries at the Closing Date (the "Preliminary Net Worth Amount") and (ii) a schedule (the "Closing Debt Schedule") of the amount of Long Term Debt at the Closing Date (the "Preliminary Debt Amount"). The Closing Balance Sheet shall be prepared in accordance with the definitions and procedures set forth on the Post-Closing Adjustment Schedule. In connection with the preparation of the Closing Balance Sheet and the Closing Debt Schedule, Purchaser shall give, and shall cause the Acquired Company and its representatives to give, to Seller and its representatives full access at all reasonable times to the books, records and other materials of the Acquired Company and the Subsidiaries and the personnel of, and work papers prepared by or for Purchaser, the Acquired Company and the Subsidiaries or their respective accountants, including, without limitation, to such historical financial information relating to the Acquired Company and the Subsidiaries as Seller may reasonably request in order to permit the timely preparation and delivery of the Closing Balance Sheet and the Closing Debt Schedule in accordance with this Section 1.05(a). (b) Upon receipt of the Closing Balance Sheet and the Closing Debt Schedule, Purchaser shall have thirty (30) days (the "Review Period") to review such Closing Balance Sheet and the Closing Debt Schedule and related computations of the Net Worth of the Acquired Company and the Subsidiaries and the Closing Debt on the Closing Date. If Purchaser has accepted such Closing Balance Sheet Closing Debt Schedule in writing or has not given written notice to Seller setting forth in reasonable detail any objection of Purchaser to such Closing Balance Sheet or Closing Debt Schedule(a "Statement of Objections") prior to the expiration of the Review Period, then such Closing Balance Sheet and Closing Debt Schedule shall be final and binding upon the parties, and the Preliminary Net Worth Amount shall be deemed the Net Worth amount of the Acquired Company and the Subsidiaries as of the Closing Date (the "Final Net Worth Amount") and the Preliminary Debt Amount shall be deemed to be the amount of Long Term Debt as of the Closing Date (the "Final Debt Amount"). In addition, to the extent any portion of the Closing Balance Sheet or of the calculation of the Preliminary Net Worth Amount, of the Closing Debt Schedule or of the calculation of the Preliminary Debt Amount shall not be expressly objected to in the Statement of Objections, such matters shall be deemed to have been accepted and approved by Purchaser and shall be final and binding upon the parties for purposes hereof. In the event that Purchaser delivers a Statement of Objections during the Review Period, Purchaser and Seller shall use their commercially reasonable efforts to agree on the amount of Net Worth of the Acquired Company and the Subsidiaries on the Closing Date within thirty (30) days following the receipt by Seller of the Statement of Objections. If the parties are unable to reach an agreement as to such amounts within such thirty (30) day period, then the matter shall be submitted to Deloitte & Touche LLP, or such other accountant as shall be mutually agreed between the parties hereto (such accountant, the "Settlement Accountant"), who shall determine the matters still in dispute and adjust the Closing Balance Sheet to reflect such determination and establish the Final Net Worth Amount and adjust the Closing Debt Schedule and establish the Final Debt Amount. If issues in dispute are submitted to the Settlement Accountant for resolution, each party will furnish to the Settlement Accountant such work papers and other documents and information relating to the disputed issues as the Settlement Accountant may request, and will be afforded the opportunity to present to the Settlement Accountant any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Settlement Accountant; provided, that no party shall have any ex parte discussions with the Settlement Accountant (other than after reasonable notice to the other party and such party's refusal or failure to participate). The Settlement Accountant will be instructed in performing the review that Purchaser and Seller will each be provided with copies of any and all correspondence and drafts distributed to any party, and Purchaser and Seller will be granted access to information contained in the documents made available to the Settlement Accountant by the other party. The Settlement Accountant shall determine only those matters in dispute (and based solely on the materials and other information presented by Seller and Purchaser and not by independent investigation). The Settlement Accountant shall make its determination within thirty (30) days (or as soon as practicable thereafter if the Settlement Accountant notifies the parties that it requires additional time to make such determination) following the submission of the matter to the Settlement Accountant for resolution, and such determination shall be final and binding upon Purchaser and Seller. Purchaser and Seller will each bear fifty percent (50%) of the fees, charges and expenses of the Settlement Accountant. (c) In the event that the Final Net Worth Amount is greater than the Target Net Worth Amount, such excess is referred to herein as the "Excess Net Worth Amount". (d) In the event that the Final Net Worth Amount is less than the Target Net Worth Amount, such deficiency is referred to herein as the "Net Worth Deficiency".

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

  • Post-Closing Conditions On or before the date specified in this Section 4.3 (unless a longer period is agreed to in writing by the Administrative Agent, in its reasonable discretion), the Borrower shall satisfy each of the following items specified in the subsections below:

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

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